Legion of Superheroes Se03Ep012013: Mind Over Matter Part 1, Part 2
by A-Giant-Fan
Summary: Brainiac's arrival overlooking Earth forces Supergirl to split the Legion up into groups to cover more ground, but it seems that he has every part of her plan figured out as she attempts to take a team and apprehend him. When things start to go his way it takes new legionnaires and unforeseen sacrifices to try and end his plan for universe-wide digitization.
1. 01

Brainiac guided his main, new and improved skull ship down beside the moon, overlooking Earth as he sat upon his throne. He had soldiers on either side of him as the screen opened up to an image of the Legion tower, where legionnaires were flying in and out of the gaps in the walls all along its sides. "Just as it began, so now shall it end."

He pressed a button on the throne as he stood and put his arms behind his back. "I am now connected to every soldier," he spoke to no one in particular, "prepare to take preprogrammed arrangements around the ship."

Another screen popped up to the face of a Scavenger. "We've collected all of Alexis Luthor's illegal weaponry and are now gathering into our formation around New Metropolis with the robots. Awaiting your signal."

"Do not fail me this time."

"Understood."

"And you, Doomsday," he turned as the clone entered the main control room in kryptonite armour, "you know what you must do."

"…Yes," it replied in a deep voice, "Master Brainiac 6. I will collect your ancestor and bring him to the ship for…technological metamorphosis."

"Your speech has improved with my advancements to your genetic and physical structure. Go now, before they can retaliate."

Doomsday left the room as he turned back to the screens, robot soldiers moving all around him to their designated locations.

"…The Collector of Worlds…once again I may uphold such a title. And no group of heroes shall stand in my way."

* * *

 **MIND OVER MATTER PART 1**

"Alright, Legion, it's time for an inspirational speech!" Supergirl stood on headquarters' entrance stairs, the entire Legion of Superheroes standing before her and listening intently as she placed her hands on her hips and smiled.

"Uh, question?" Shadow Lass raised her hand in the middle of the group. "Since when do you think we have any time for your speeches, oh great leader?"

"Have none of you ever seen the oldies?"

Bouncing Boy and Chameleon Boy nodded. "Exactly," she said, "and in those oldies, inspirational speeches always motivate the protagonists to succeed in the climactic battle!"

Kel-el sighed as he stood between Superman and Mon-el. "There have to be faster ways to get up…pumped up for this fight."

"Let Kara be. She hasn't had much time as leader to get ready for this, but I think she's done well."

"I agree with Kal. The occasional inspirational speech can do a lot more than you'd think it would."

"…You're all crazy."

Triplicate Girl giggled. "You don't have inspirational speeches in the forty-first century, Kel?"

"Of course not."

"Huh. Of course not."

"Yes, Brainiac has gotten the better of us, and yes," Supergirl continued, "C.O.M.P.U.T.O did wreck… _most_ of New Metropolis. But this is _our_ city, and we won't stand by and watch evil corrupt it! The Legion was created to protect the innocent and to aid our fellow legionnaires in times of peril, and for these reasons we will fight together for a cause greater than game or glory – we are fighting for justice!"

"Love live the Legion," the entire grouped called out with their rings held high. Supergirl grinned at them all. She couldn't tell them that she didn't have any sort of plan, since it'd bring their spirits back down. Whatever happened would have to be handled, and everything was being led by her. She needed time to think. Not that she thought they had any time left. Brainiac was to arrive soon, and he wasn't going to let up until every planet in the universe was his.

"It's time for preparations," she told them, "we're splitting into groups to cover more ground before Brainiac can reach us. Group leaders, meet in the entrance in five."

They dispersed as she flew over to Mon-el. "And now to keep my promise to you, Mon-el. Brainy may have been the one to make you the cure, but it's my job to integrate you into the Legion and this world. So," she shook his hand, "welcome to the future!"

"Thanks. So, how exactly does this integration work?"

She grinned. "By making you one of the group leaders."

"Oh…what?!"

* * *

"Uh," Mon-el looked at the different legionnaires in the entrance of the Legion tower, "I really don't think I belong here."

"On the contrary," Brainy said as he and Supergirl stood in front of the small group, "you're the only one who can lead one of our vital teams."

"…I am?"

He nodded as Supergirl clapped for attention. "Okay, people, it's time for a rollcall. Mon-el, you and Phantom Girl are leading a lookout group. If Brainiac opened a portal into the Phantom Zone once, he can do it again, so I need you guys to keep them from running rampant."

Phantom Girl nudged Mon-el's arm. "You lead and I kick. Easy."

"Easy," he sighed, "right."

"Kel-el, you and Lightning Lad are on lookout for Doomsday. There's a good chance Brainiac's upgraded him, so you're to bring him down at the first sighting."

Lightning Lad's scar gleamed as Kel-el smirked. "He's going to wish he'd stayed in the Phantom Zone when we're through with him."

"Dawnstar, you and Timber Wolf are our trackers in search of stray soldiers."

Timber Wolf bared his teeth at Dawnstar in a smile. "All this time fighting them has given me more than enough of a scent."

Supergirl looked to the remaining group leaders. "Bouncy, you and Triplicate Girl take your team and the cruiser over New Metropolis, giving us a bird's eye view. Colossal Boy, you and Kinetix are keeping watch here at headquarters. Now split!"

As the group dispersed Kinetix flew over to them. "What about you two? Where are you leading?"

"Brainiac won't be coming out of his ship during the onslaught," Brainy explained, "so we'll need to go inside to find him."

"Are you sure you should face him, Brainy? I mean, what if he…or you…"

Supergirl put a hand on her shoulder. "He won't be alone. I have minor divisions as backup. Just think of it as…a secret mission."

"And your secret to success will be…?"

 **Wow. Just...wow. I can't actually believe I've made an entire third season for the Legion of Superheroes. To be honest I thought I'd only be making an episode or two, but thanks to you guys out there wanting more, it really went all the way! So get ready for a hectic season finale as Brainiac faces off against the entire, and I mean _entire,_ Legion!**

 **Until the next chapter!**


	2. 02

_Boom!_

"We've been hit," Kinetix warned the team as the rest of the groups split up, "Colossal Boy!"

"Already on it." He grew in size outside the entrance and examined the Legion Tower using his new height. There was a hole in the back of the tower near the bottom, where two Scavengers were attempting to run away. "Not so fast," he scooped them up, "I don't remember asking for renovations."

One of the Scavengers cackled. "Seems to us all you guys have been asking for is a good kick to your leviathan ego!" Their armour sizzled with electricity, shocking Colossal Boy and letting them free. Free to climb up onto his shoulders and aim their guns at either side of his head. "One more move, big boy, and we-?"

The Scavenger could have sworn he saw someone moving in the legionnaire's hair – and jumping straight at him! "Hang on a-"

Shrinking Violet unshrunk herself quickly and kicked the Scavenger down, his gun toppling to the ground. The other Scavenger took aim but she shrunk back down and flew at him in a series of loops and twirls, confusing him until she was inches from his face. She gave him a tiny wave before growing and punching him down by the jaw.

"Excellent," Colossal Boy gave her a light fist pound as she snorted, "two down...," he frowned, "a million more to go."

They were seeping out of the streets towards the tower from all directions. "Kinetix," Violet contacted her on the flight ring, "it's an ambush and frontal strike. We need to spread around the entire tower!"

"On it," she responded as the ring cut off, "and look this way!"

The duo turned to see Kinetix waving from a few feet away. "Oh."

"I'm a group leader. Where else would I be? Okay, legionnaires," she turned to the group behind her, "separate and conquer!"

Colossal Boy, Shrinking Violet and Kinetix took the back, Blok, Dragonmage and Tyroc covering the entrance as Polar Boy, Chlorophyll Kid, Porcupine Pete and Infectious Lass took the sides. As the Scavengers surrounded them Colour Kid and Stone Boy watched from just inside the tower entrance.

"Wait," Colour Kid glanced at him, "I thought Cham said Alexis Luthor's cloning machine was taken by the Science Police. How could there be so many?"

Stone Boy grimaced. "If Luthor can clone, then why shouldn't Brainiac be able to?"

"But why the Scavengers?"

"Because it doesn't matter how many brain cells the process may destroy; they had next to none to begin with."

The glass shattered, and Colour Kid jumped behind Stone Boy as he threw his arms out and turned to stone, keeping the lasers at bay. In a moment's peace Colour Kid peeked over the legionnaire's shoulder.

"…Guess you don't need brain cells to shoot a gun."

* * *

Supergirl and Kel-el's groups flew over New Metropolis as robots began raining down from the sky towards them. "Lightning Lad, Wildfire!"

The duo blasted a heap of them out of the way as they neared the Superman museum. "This is one of the few places Doomsday knows in the city," she explained, "so wait here."

Kel-el and the others got to the ground as she and Brainy flew overhead. "Wildfire, Sensor Girl, Gates and Invisible Kid, you're with me. Let's get moving before the robots lock onto us."

They nodded and followed after her and Brainy as Kel-el faced his own group, consisting of Lightning Lad, Shadow Lass, Saturn Girl and Element Lad. "As soon as he arrives," he smirked, "I call first punch."

Sensor Girl watched as they left the group outside the museum. "How do we know Doomsday will come here? What if he's looking for something that's not here?"

"He'll come," Brainy turned back to her, "Doomsday can't ever turn down a fight with an enemy that's previously defeated him. Kel-el will be the first he'll want to-"

 _Slam!_

Doomsday flew down from space, smacking into Brainiac 5 and slamming them into the ground. "Brainy!" Supergirl flew after them but had to stop as he stood. "Kryptonite," she saw the armour he wore, "great."

"Okay," Brainy gasped as Doomsday held him up, "so _I'm_ the first he'll want to fight. Slight miscount on my part."

"I am here," Doomsday spoke, catching everyone off guard as robots surrounded them, "to bring the ancestor to master Brainiac 6."

"A delivery boy?" Kel-el scoffed his way. "How quaint. And here I thought you were some sort of fighter."

"I am the strongest in the universe!"

"Sure you are," Element Lad assured him, "except for one thing slowing you down, buddy." He waved his hands towards the armour, which changed from a shiny green to a soft spongey yellow. "There, that should be a load off your shoulders."

Doomsday roared at him but was cut off by a punch to the gut from Kel-el, freeing Brainy. "We'll leave things to you guys, then," Supergirl led the group towards the sky, "don't make too much of a mess down here!"

"No promises," Saturn Girl replied as Doomsday and Kel faced off, "not with this lug getting angrier by the second."

* * *

"Alright, Superman," Triplicate Girl turned to him, "you can head down now. Element Lad's eliminated the kryptonite."

Bouncing Boy and Mon-el's teams were up on the main deck of the Legion cruiser as it overlooked New Metropolis, robots streaming around it. Superman nodded, smiling at her. "You guys can handle things from here?"

"Don't sweat it," Bouncing Boy told him from the main controls, "Triplicate Girl, Dream Girl, Karate Kid, Star Boy and I can handle things from here. Mon-el," he glanced back at the newest legionnaire, "you guys all ready to leave when the time comes?"

"Let's see," Mon-el did a headcount of his own team's members, "Phantom Girl, Chameleon Boy, Sun Boy, Ferro and myself…yes," he gave him an awkward smile, "we're ready…I think."

"You'll do great," Superman pat him on the shoulder before flying out, "no phantom prisoner can dare stand in your way!"

 **Mon-el's got a lot of responsibility now as a friend of the Legion. The Phantom Zone really is going to look like a vacation after Brainiac's done with them. And yes, I've done my best to include most members of the Legion, but do forgive me If I forget one or two. There are so many to count, and many more to add. It really takes my brain for a spin every time I think about it!**

 **Until the next chapter!**


	3. 03

Superman was out of the Legion cruiser in seconds, heading straight for the fight with Doomsday by the museum. As Bouncing Boy and Triplicate Girl brought up several screen on the window viewing different parts of the city, Karate Kid and Star Boy discussed possible safety routs for citizens.

"…," Dream Girl watched the screen where Supergirl's team could be seen flying off into space, "…my visions…why didn't you wait to listen, Brainy?"

* * *

Dawnstar led her team of Timber Wolf, Matter-Eater Lad, Wave, XS and Ultra Boy through the streets of New Metropolis as citizens ran in fear from Brainiac's soldiers. "XS, did Supergirl say something about C.O.M.P.U.T.O II's main console? It should be kept guarded in case Scavengers get to it."

"She's thought of everything," XS assured her as they raced into a pile of robots, knocking and slashing them down, "Nemesis Kid, Chemical King and newcomers Tellus and White Witch are watching over the top of headquarters. No one is getting near that console."

 _Boom!_

"Guys," Ultra Boy pointed to a building currently on fire, covered in Brainiac's robots, "trouble." He flew over and with a yell of "ice breath!" chilled the fire to a halt before grabbing a robot and tossing him down.

Dawnstar looked around as Wave and Matter-Eater Lad finished off the rest of the soldiers. "…Something's not right here."

"What do you mean?"

"The robots," Timber Wolf answered Ultra Boy's question, "they should be equipped to deal with our individual powers, but for some reason are going down as easy as flies."

"Don't tell me," Matter-Eater Lad groaned as more flew towards them, "these are nothing but distractions?" He grabbed one and grumpily chewed on its head. "He's not taking us seriously."

Dawnstar wagged her finger at him. "Don't talk while chewing. And if that's so, it means that he knows we've split up."

XS gazed at all the robots veering in their direction. "So much for a surprise."

* * *

"Whoa," Shadow Lass dodged a punch from Doomsday before Superman tackled him in his sponge outfit, "watch the hair, buddy."

"This can't be the only kryptonite Brainiac has," Element Lad suggested to Saturn Girl as Lightning Lad charged up his bionic arm, "where would he be storing the rest of it?"

"Not sure, but when it comes you'd better be ready." Once Superman got off of Doomsday Lightning Lad shot him to the ground, where Kel-el pounded him into a crater. "So long as you can touch it, all the kryptonite he has will be useless." He smirked at the blondes. "I'm thinking tooth floss is in."

Saturn Girl rolled her eyes. "Just as long as it keeps him from having the advantage over Kal-el."

Shadow Lass covered Doomsday's sight with darkness as Kel and Superman regrouped beside her. "I swore I saw a…," she glanced at Superman, "you two, grab hold of him so he won't move."

"Why?"

"I need to make sure of something."

They shrugged and pinned Doomsday's arms behind him as the darkness cleared. Saturn Girl stepped in front of him and kept his thoughts at bay. "Release me," he growled as Shadow Lass neared his face, "for I shall rip out your throat!"

"Right," she slurred her words as he examined his neck, "because that sounds like a lot of fun…!" She felt a puncture wound near the top of the neck under the chin, and examining him further located another similar wound on the back of his torso. "That's not good."

Doomsday roared and threw the Kryptonians off him. He grabbed Shadow Lass by the hair and chucked her under his foot. "You know nothing of who I am!"

She gasped for air until Kel lifted him off and threw him over to Superman to help her up. "You were saying something about this not being good."

Superman rammed Doomsday into the ground as Lightning Lad charged him up with electricity again. Element Lad came over as Superman sighed. "You know, Doomsday was weak to kryptonite in my time. Why is he suddenly able to walk around in it?"

"There may have been a shift in his genetic structure after escaping the Phantom Zone through an illegal method of transportation," he explained as Lightning Lad kept shooting Doomsday onto his face on the ground behind them, "and when Brainiac got his hands on him, who knows how he managed to alter his DNA even further? I don't like to think it, but he may not have an elemental weakness like you or Supergirl."

"That's not all."

The group turned to Shadow Lass as Doomsday laid on the ground, seemingly unconscious from the constant shock treatment. "Those puncture wounds are new, just healing over," she told them, "which means that if he didn't come out of the Phantom Zone with them, which he didn't, then Brainiac must have caused them."

Kel-el narrowed his eyes. "Why would Brainiac puncture him? To make him invulnerable to kryptonite?"

She turned her flight ring's communications on. "Tyroc, how many Scavengers are you guys dealing with back at the tower?"

"Too many," he responded before screaming at something off screen, "we're pretty sure Brainiac gave the Scavengers the cloning technology Luthor was previously using for their attack a while back, only now, they're coming by the hundreds."

"Keep on them, we'll send backup shortly," she turned the communication off and rubbed her temple, "this is terrible."

Saturn Girl walked up beside her. "I don't need to read your mind to know that you've figure out something horrible."

She crossed her arms and thought long and hard for a full moment, contemplating her theory. Finally Kel had to cough into his arm impatiently. "Yeah, we're not waiting to go on a fair ride, we're in the middle of a fight. Spit it out already." He caught Saturn Girl shooting him a look. "…Please."

"Fine, I'm just going to throw it out there," she held her hands up, "I believe that if Brainiac can clone Scavengers, then there's no reason he can't clone Doomsday, which means that we might have to deal with more than one, okay?"

She saw all of them staring her way in utter shock. "…Look, I tried to tell you guys nicely, but…you guys…are…looking right behind me, aren't you." She turned to see where they were looking and felt a coldness overtake her muscles. "I hate being right."

Not one, not two, but at least four dozen Doomsdays marched towards them, clearing the street as their kryptonite armour gleamed in the sun.

 **Mm-hm, Shadow Lass is spot on - now if only she wasn't. Four dozen Doomsdays is a lot, even for someone as strong as Superman or Kel-el. Let's just hope they can handle, right? And man it feels weird switching between so many different legionnaires, all of whom I love and don't want to forget about. And then there's the newcomers...SO MANY NAMES TO REMEMBER!**

 **Until the next chapter!**


	4. 04

"There it is," Invisible Kid eyed Brainiac's main ship surrounded by robot soldiers, "good thing we found this rock. Terrifying being this close, but lucky nonetheless."

He and the others were hiding behind a large asteroid Supergirl was holding in place. "I know it seems scary," Wildfire told them, "but just think about it: all we have to do is get to Brainiac and rip his main wiring out, and we're home free! Brainy can take control of the ship and order everything to a halt, and boom, universe saved, we all shake hands and get ourselves a nice big pizza. Extra pepperoni."

"Simple enough," Sensor Girl reminded him, "when you forget about the army of robots, enhanced security system, possible Doomsday encounter, armour created to deflect all our powers and Brainiac's thousand years of experience over any of us."

"…So…you're not digging the extra pepperoni thing, then?"

"Our plan is basically foolproof," Supergirl turned to her, "you ready, Sensor Girl?"

Gates watched her nod. "It's so cool how you can create illusions. I thought that was an Orandan thing."

"Illusions are a type of magic that few can learn, but it isn't just Orandans than can master it, such as myself."

"…You a vegetarian?"

"Enough about the pizza, Wildfire."

"Okay, team," Supergirl gave Brainy a big smile, "move out! We're getting on board that ship whether Brainiac wants us or not!"

"Which he obviously doesn't."

She ignored Brainy and playfully pointed to the ship as though it were treasure. "To the ship!"

* * *

"I'm glad you two could join on such short notice," Nemesis Kid guided White Witch and Tellus down one of the top corridors of the Legion tower, "we could use all the help we can get, and you two seem quite powerful. Recommendations from Cosmic Boy and Dream Girl don't come very often around here."

"I'll take that as the highest of praise," White Witch smiled, "it's a shame I could not bring Zyx, but he wished to continue with his training back on Zerox. He was eager to do something on his own…"

"After what Ultra Boy and Kinetix told me," Tellus revealed to them, "I thought that…maybe the Dark Circle wasn't the best place for my communicational abilities. The Legion will be a much better fit."

"Agreed," Nemesis Kid noticed Chemical King in his dark green outfit and short cape flying towards them with a worried expression on his brow, "Chemical King, there you are. I knew you had flown off to check the main console, but what took you so long coming back?" He smirked. "Unless you snuck out to help fight."

"Nothing of the sort," the legionnaire replied, "someone is in the tower with us."

"What? How?"

"I'm not sure, but they've been tampering with equipment in one of our storage rooms below."

"We'll go together to check it out," White Witch decided as they flew after him, "it's better not to leave anyone alone in this sort of state. Not with a presence as awful as Brainiac around."

"You don't think he's as powerful as Mordru," Tellus asked her, "do you?"

"…He is of a pure evil technology," she could say nothing more, "I…I'm afraid I'm not sure how to handle something on his level."

They flew down the hall, leaving it empty…until someone's head popped out from behind a large metal crate left behind, where a figure suppressed a quick giggle.

"Big bro is gonna _kill_ me when he finds out what I've done to get here."

* * *

"Trouble in every division," Star Boy spoke aloud as he and the others watched from the Legion cruiser, "those robots keep multiplying!"

Triplicate Girl brought up multiple screens viewing every group. "Kinetix's group is being bombarded by Scavenger clones, and the Doomsday army is overtaking Kel-el's."

"Dawnstar's team is not making any progress through the city," Karate Kid addressed, "and I cannot get a visual of Nemesis Kid's group inside the tower. Our systems are still shut down in there."

"Bouncing Boy," Dream Girl turned to him with desperation, "send me in. I'll find my sister and make contact with the team inside headquarters."

He nodded. "Go, then, but be careful of the soldiers. They've taken the air like smoke."

She flew out into one of the corridors – and ran head first into the robots. "Guys," she called back as she ducked under one of their arms, "we've got a major breach!"

"How," Star Boy scanned the controls, "the cruiser didn't mention any kind of breach…unless…uh, C.O.M.P.U.T.O?"

" **Yes, Star Boy**?"

"You _are_ C.O.M.P.U.T.O II, right? And not the original, crazy C.O.M.P.U.T.O, right?"

A deep chuckle came from the speakers as Dream Girl was thrown back into the room, robots jamming the entrance. " **I may not have control of anything of my system in the tower, but rest assured, this ship is still mine – and I believe I've run into a few bugs that need to be…cleared out**."

The screens on the windows shut off, revealing more robots outside the window, gazing in at the legionnaires. "Oh, great," Triplicate Girl and the others backed into one another, "and I was hoping to get in on the fighting."

"Remind me, guys," Bouncing Boy told them as one of the robots aimed a laser at them, "if we survive this, Brainy's in for a serious earful."

* * *

Brainiac watched from the screens of his own ship as the legionnaires inside the cruiser started to fight off the robots that just kept coming in from their corridor. "Foolish legionnaires," he made a sighing sound, "These are the errors I speak of when I find your weaknesses." He glanced at the screen with the army of Doomsdays beating on Kel-el and Superman. "Given time, all pieces of humanity fall to their knees at the hands of true, immortal power."

He looked from screen to screen and noticed something odd. "…My dear ancestor, where have you gone?" He focused in on the city but couldn't find a trace of him.

"…Perhaps we shall be meeting sooner than expected, Querl Dox."

 **Brainiac isn't taking any chances now, which isn't a good thing for the Legion. I'll admit he sort of came out of nowhere during the second season's finale, but now that he's had time to develop a plan I get to use him to the full extent of his powers. And yeah, this is someone wandering around the Legion Tower...now who could it possibly be?**

 **Until the next chapter!**


	5. 05

Element Lad couldn't keep up with the Doomsdays. For every one piece of armour he changed five more were on his back, throwing him against the Superman Museum's walls. "Any luck over there, Saturn Girl?"

She and Shadow Lass were back to back, keeping Doomsdays at a distance as Lightning Lad tried blasting them away. "They're not responding to my commands. It's like they're too focused on one objective to have their own thoughts."

"In other words," Kel-el grunted as he flung a Doomsday away from Superman, who was beginning to tire from the kryptonite around them, "they're already being controlled."

"If you can't get control of them," Shadow Lass threw dark clouds everywhere, "there's very little chance of any of us gaining control of this situation."

* * *

Robots kept guard all along Brainiac's ship as they scouted the area. A scouting party of six more soldiers approached the side entrance. "Reporting clear areas beyond asteroids six through forty."

The other robots beeped and let them pass. As the doors closed behind them the robots moved to a smaller room filled with Doomsday clones in tubes, not another robot in sight. They began to shift and curve, until the legionnaires were back to their original selves.

"It's a good thing you studied that piece of technology gathered from one of the robots," Sensor Girl told Brainiac 5 as Supergirl examined the tubes, "it gave me more than enough to work with to fool those soldiers."

"Unbelievable," Supergirl was in awe as Wildfire came up beside her, "Doomsday is dangerous enough on his own. To make more of him…to make an army of them…Brainiac is going all out here, guys."

"So are we," Wildfire replied as Invisible Kid and Gates nodded, "now let's get moving before any of those robots return. Sensor Girl," he glanced at her, "how long can you keep our disguises up?"

"As long as needed. I can assure you that my illusions are on par with those of the highest Orandans."

"So," Gates asked, "even if we somehow get separated, will you still be able to…"

She nodded. "Don't worry about me. I'll make sure Brainiac never sees or senses us coming. What's the plan, Supergirl?"

"Wildfire, Invisible Kid, you two are to find the main power cells of this ship and destroy them. Sensor Girl, stay here with me while I deal with these remaining clones. Brainiac 5, you and Gates are to find a way to disable Brainiac's control of his robot armies. Once we've completed these objectives Wildfire and I will move in to apprehend Brainiac, understand?"

They all nodded, but she could see how grim their expressions were. "Hey, now," she smirked, "you're not going to let a little something like an egotistical pencil sharpener get you down, are you?" She caught Gates suppressing a chuckle. "Right, then let's move out."

She watched the others move out, Sensor Girl putting their disguises back on as they left. "All's clear so far, Supergirl," she moved to her side, "now, how do you want to handle these robots?"

Supergirl looked her over. "…I'd be willing to take suggestions from you…Projectra."

Sensor Girl gasped but Supergirl rolled her eyes. "Oh, come on, your highness. I'm the leader of the Legion. Saturn Girl told me what she saw when you were talking to Karate Kid. And don't worry," she placed a hand on her shoulder, "you don't have to hide, you know. What you did was self defense."

Sensor Girl looked at her for a long while before slowly removing her mask, revealing Princess Projectra's long purple hair underneath. "I just thought…it's be easier to hide from my fears this way."

"You don't need to…at least, you won't need to," Supergirl glared at the tubes, "once we've finished with these. What do you say, your highness?"

Projectra smirked. "I say it's time to drop the "highness" and get on with our mission."

* * *

Her white jumpsuit was caked with dust and her hot pink crop jacket was wrinkled beyond repair, but she finally managed to find her way into the main console room of the Legion tower. "Amazing," she looked over the console, still wrapped up into a table from C.O.M.P.U.T.O's rampage, "so this is where big bro's been working all this time…so cool!"

She studied the wires sticking out of the console. "Looks like something big went down here…but this may just be what will work for me. And then no one will have to worry about tomorrow…!"

Footsteps approached her from behind. Grabbing the first thing she could off the console and whipped around and faced the intruders. "Ah-ha! I…uh…what?"

It was three young people, about her age, all in superhero costumes…well, if one could consider the front fellow's dark brown tunic and pants and matching green cape an appropriate outfit. She blinked a few times before taking a step back. "You shouldn't be here, whoever you are. You're not members of the Legion, are you?"

"Not yet," the orange haired girl in black smiled, "but we hope to be, sooner than later. I'm Light Lass."

"And I'm Magnetic Kid," the black haired boy in pink gazed at what she was holding, "and…you're not going to be very intimidating holding a crowbar against me."

She dropped the crowbar as the caped figure chuckled. "Man, we sure got you good!" He shook her hand without a second thought. "I'm Zyx, soon to become the next Doctor Fate, and yes, I'm currently signing autographs – for free."

"Big bro has told me about you three," she pointed to each of them, "Ayla, sister of Lightning Lad, Pol, brother of Cosmic Boy, and Zyx, apprentice of White Witch. Why are you here?"

Magnetic Kid crossed his arms. "I think we ought to be able to ask you that first, stranger."

A light above them suddenly flickered on, placing the room in light. She brushed her frizzy dark hair out of the way of her big gold hoop earrings. "I'm Danielle Foccart, Invisible Kid-er, Jacques' younger sister – and I've come here to make sure I don't die before seeing him again."

 **That 's right, I wasn't just dropping her name for no reason in the last episode. Danielle is here, and she's going to be here to fight, along with the rest of the reserve legionnaires! Man, when I first used these guys it was just to give a bit more screen time to Alya and Zyx, but the more I wrote, the more I fell in love with their little team. Now, what possible trouble can these four get into, I wonder...**

 **Until the next chapter!**


	6. 06

Danielle turned back to the main console and began looking through the wires as Light Lass, Magnetic Kid and Zyx watched in mild shock. "Wait," Magnetic Kid finally asked after a moment of awkward silence, "Are you saying…you're dying?"

She stopped her work and looked over at them with sad eyes. "I have a rare neurological disease without a cure, and sooner or later, I'm going to…," she wiped her eyes dry and focused on the console, "when Jacques told me that one of his friends had created a super computer here for the Legion that had gone rogue, I had to come and see it. I'm great with computers, not to brag or anything, and I thought that…maybe, if some of it was still intact, I could…"

"You could use it to help stop this disease from taking your body," Light Lass said as she stepped beside Danielle, "that's why you came all this way despite the dangers of Brainiac."

"Brainiac? Yeah, Jacques told me about that guy a while ago. Told me to stay put at home until it was safer to travel…but I can't just sit around waiting for this disease to take hold. I have to find a way to fix it, and to help my brother before he gets himself in too deep!"

"Uh, let's reflect on this for a moment," Magnetic Kid raised his hand for attention, "C.O.M.P.U.T.O went ballistic and tried to take over the world, and you want to use it to cure you? How does that make any sense?"

"It was created by a Coluan, some of the greatest minds in history. If that type of technology can't help me, then…then nothing can. Besides, big bro already told me that the program was shut down here in the tower, so as long as I don't restart the old system I'm fine."

Zyx rubbed his chin. "How would you use it? Plug yourself into the tower for eternity? Sounds like a load of fun. Get it? Load?" He snickered until Danielle shot him a look. "What? Just trying to lighten the mood here."

"I'm going to find a way to integrate it into my own organic system," she grabbed a piece of the console that had broken off, "and once I'm finished I'm going to find my brother and help him save the world. After all he's done for me, I need to repay him…uh," she pointed to them again, "what are you guys doing here, anyway? I thought I was the only one sneaking around. I mean, I tampered with some stuff downstairs to distract the legionnaires, so how'd you get in here?"

Zyx wiggled his fingers around. "Magic. When White Witch told me she was coming to Earth to help the Legion I knew it was our chance to help out again, whether they want it or not…and helping you can be the start of something great."

"Excuse me?"

"You want to use C.O.M.P.U.T.O's old parts, right?" Light Lass gave her a determined smile. "Let us help you, Danielle, so we can all help our families – and the universe."

She gazed from face to face. "…You'd do that? But…how?"

"Duh," Zyx snapped his fingers as Light Lass's went sparkled and Magnetic Kid held up a piece of bent metal, "by using our powers. You ready?"

She thought for a moment before nodding. "Ready."

"Then it's time to play one of my favourite games – Dr. Zyx is in the house!"

* * *

Brainiac had been staring at the screen on his ship looking into the room of Doomsday tubes for a while now. Something about how it was completely still felt off to him; an error waiting to happen. "…Cloning room, report."

The screen expanded to reveal two of Luthor's old cloning devices behind the tubes on either side of the room. Two robots standing guard faced the camera. "Yes, Brainiac?"

He watched them for another moment. "…You will report to me of any inconsistencies as soon as they occur."

"Understood, Brainiac."

Just as the screen closed a warning button began blinking on his throne behind him. He turned and pressed it as the ship was plunged into darkness once again. "…One more error to fix."

* * *

 _Boom!_

Wildfire blasted at the power cells, finally breaking their thick exteriors. "Geez, Invisible Kid," he moaned as his partner walked into the cells and began tinkering with them, "you'd think Brainiac had prepared these cells for a nuclear explosion."

"You're basically a giant nuclear explosion waiting to happen, Wildfire, and he knew you were part of the team, so of course he'd prepared for your attempts to break in."

Something was coming towards the entrance of the room. Invisible Kid backed out and grabbed Wildfire, phasing them out of sight as robots entered and surveyed the damage. "We have been invaded," they spoke in unison, "report back to the bridge. The intruders must be eliminated."

As the robots left as they phased back. "I didn't think that was going to last long," Invisible Kid went back to work at the power cells, "we have to hurry before reinforcements arrive."

"How long do you think we have?"

The doors opened before they could react, Brainiac standing before them. "…No time."

"Legionnaires," he greeted them as he transformed into his larger battle mode, "you have come only to end this futile attempt at rebellion."

Wildfire shot him back out of the entrance, buying time. "Invisible Kid, get out of here, now!"

"But Wildfire-"

"Just go!" He held Brainiac against the hall wall with his energy. Invisible Kid nodded and phased out again, hopefully disappearing from the room. "Let's see you face my power, Brainiac…!"

There was a force field over Brainiac now, deflecting Wildfire's attack. "I may not have my old force field anymore because of Brainiac 5, but that doesn't mean I can't defend myself." He stepped towards Wildfire as the legionnaire flew back until his back was against the wall. "You are the one being apprehended."

Wildfire couldn't hold out against him for much longer. "I just need…to hold you here…for a little…bit…longer!" He yelled and let out as much energy as he could fire without breaking his suit, filling the entire power cell room with energy and setting fire to the room.

 **I wish I had put Wildfire into more episodes, but unfortunately he was one of the legionnaires I had completely forgotten about. Luckily I was able to put him in these last few episodes and show off his wicked cool powers, especially against the likes of Brainiac. Of course, this also means that everyone's been split up again, making even more groups to follow...-sighs-**

 **Until the next chapter!**


	7. 07

"Wake up, Danielle…we're finished with the operation."

She opened her eyes to find herself lying on the floor, the others looking down at her. "…Do you guys have medical degrees?"

Zyx smirked. "No. On a side note, has anyone seen my watch?"

She stood up and felt her neck, where a metal plate was now fastened just under her hair. "Incredible…how did you guys do that? I mean, really, how?"

"Simple…sort of," Magnetic Kid tried his best to explain, "I bend metal, Light Lass can create and control electricity, and Zyx has magical abilities. All of those combined allowed us to merge parts of C.O.M.P.U.T.O into you."

"…And my illness…is it…?"

Zyx snorted. "White Witch has been teaching me all sorts of magic. With a bit of a tweak here and there, I was able to cure your illness using ancient magical chants that only some of the highest ranked Zeroxians."

"…So," her eyes widened, "that's it? I…I'm cured?"

"Yup. No need for payment."

She smiled, about to cry as her eyes watered. She threw her arms around him in a tight hug. "Thank you! I…I didn't know if I would ever be cured…I thought that…that…"

Light Lass pat her back. "Zyx has to be strong to become Doctor Fate. This is just the beginning of his powers." She noticed him blushing. "But even the strongest wizard can't use magic to hide his feelings." She let out a giggle until Magnetic Kid coughed for attention.

"Alright, so now that Danielle is all better, we need to get moving. Let's see what's going on outside before we make our next move." He led them out of the main console room and to the nearest window, where they all gazed outside.

"…Oh gosh…"

Legionnaires were fighting off Scavengers outside, but what really had their attention was the Legion cruiser high in the sky, doing loop-de-loops over buildings as robots flew around it. "Zyx," Light Lass glanced at him, "do something!"

He sighed. "I didn't teleport you guys here with me for you to start nagging." He waved his hands towards it, and the ship froze. "There, I'm being helpful, and they'll never know what hit them."

* * *

Cosmic Boy was flying through the Legion cruiser halls on his own where the ship froze. "At least we're not spinning anymore…but who froze it?"

 _Thump-thump-thump!_

He found robots toppling over one another in front of him. He bent the walls around them and entered the bridge to find the other legionnaires in a pile, having been thrown down during the skirmish. "You guys okay?"

Star Boy groaned under the pile, looking up at him. "Glad you could show up, Cos."

"I was a little busy reinforcing our own power cells. Who froze the ship?"

Dream Girl got up and brushed her hair back over her shoulders. "We don't know, but it's given us time to remove C.O.M.P.U.T.O from the system. Let's hurry before the robots get up again, Cosmic Boy."

" **You forget** ," C.O.M.P.U.T.O told them through the speakers as the legionnaires got to their feet, " **I am still in control**." It began to cackle as the ship spun around and around, tossing them everywhere.

"Urp," the three triplets covered their mouths, "we're going to be sick!"

* * *

"That doesn't look good," Timber Wolf watched the Legion Cruiser turned upside down, "should we get up there and check things out?"

Dawnstar tossed a robot back as Matter-Eater Lad chew out another one behind her. "They can handle it…whatever's happening up there. For now we need to make sure the citizens of New Metropolis are safe."

"Uh, Dawnstar?" Matter-Eater Lad indicated to a new horde of robots chasing people away. "I don't think anyone's safe around here."

"Including us," XS and Ultra Boy moved to Wave's side as they whipped robots back from the building that was beginning to set aflame again, "we need a better plan than this!"

Wave held her ring up and shook her head. "Wave's right," Ultra Boy sighed, "we can't get in contact with Supergirl, it's too dangerous. Hope they're doing okay up there."

* * *

Supergirl flew back into one of the tubes, cracking the glass. Robots had her and Projectra surrounded in the cloning room. "Sensor Girl," she glanced at her, "I thought we were hidden by your illusion?"

"We were! I don't know how they saw through it!"

"You made a fatal mistake," one of the robots told them as they wrapped their arms around Projectra, "when you called master Brainiac 6 simply Brainiac."

"…Darn," Supergirl used her heat vision on them, "well no matter! We'll beat our way through to Brainiac if we have to!" She flew at the robots, smashing them apart and freeing Projectra. "Time to regroup and make our way to the bridge, Sensor Girl!"

"On it," she disguised them as robot soldiers and flew them out of the room, "I'm putting up everyone's illusions again. We need to hurry, Supergirl, before Brainiac comes directly for us."

"Let him," she grit her teeth, "he deserves as bad a beating as I can give him."

As they flew down the hallway she noticed part of the wall heating up. "…The power cell room…Projectra-"

 _BANG!_

The wall exploded, sending fire their way. Supergirl lost sight of Projectra in the heat as she was forced to move back from it, a huge shadow moving through the flames. "Projectra! Wildfire! Invisible Kid…!"

Brainiac stepped out of the fire as it boiled down the hall around them, his battle mode smoking but unharmed. "Kara Zor-el, you have brought the Legion forth to their own demise. The only way to save them is the digitization process."

"Monster," Supergirl snapped at him, "you _monster_! Don't you get it?! We won't let you succeed! We will defeat you!"

"At the cost of your legionnaires?"

She could hear Wildfire and Sensor Girl scream behind him. "Retreat, legionnaires," she called to them, "retreat! Get to the deck!"

"It will not matter," Brainiac's eyes began to glow as he loomed over her, "there is nowhere on this ship that you can run to that I will not find you – you have lost, Kara."

 **Brainiac doesn't play nice, Kara, so watch out...I never really know what to say in these author's notes anymore, do I? Uh...how's it going? You having a good day today? That's great. Praying for you...um...looking good...**

 **Yeah, okay, so I such at improvising.**

 **Until the next chapter!**


	8. 08

Supergirl charged Brainiac but he easily swatted her aside. "Do not attempt to save them, Kara. The Legion is beyond lost. It is only a matter of time before everything falls into place and order reigns."

"You're not order," she snapped back, "you're the epitome of chaos!"

"Such a shame for your blindness," Brainiac aimed his laser at her, "I suppose I will simply have to digitize your physical self, child of the Zor-el lineage…whatever remains when I am finished with you."

Before he could fire on her Wildfire flew out of the flames behind Brainiac, Projectra in one hand and Invisible Kid in the other. He tossed Jacques onto his back, and as he turned Projectra created an illusion around him. From the flames came two of his own robots, who wrapped their arms around his own, holding them down.

"So it seems you will not fall to fire," Brainiac scanned them with his eyes, "and I must cleanse this ship some other way."

Invisible Kid worked at his neck. "Not before we shut you down."

"Wildfire," Supergirl flew up, "the chest!" She used her heat vision on his back as Wildfire blasted him from the front. "Sear right through him to the core!"

"Hey," Invisible Kid climbed onto Brainiac's head, "watch it!"

"You cannot break into my system," Brainiac told them as his body began to spark with electricity, "I have the finest armour of your century at my disposal."

Projectra flew down and grabbed Invisible Kid just as Brainiac shocked the air around him, destroying her illusion. The electricity threw Wildfire and Supergirl back. Brainiac looked around. "Where is my ancestor?" He gazed down the hall.

"I do not appreciate playing games, Querl."

* * *

The door opened into a dark room filled with computers. Brainiac 5 and Gates quietly flew in and looked around for any robots, but they seemed to have cleared out. "I suppose it was that fire we heard them talking about," Gates assumed, "do you think one of our people started it?"

"Let's hope that if they did they made it out alright."

Brainy worked at one of the computers, searching through files. "It seems that Vril Dox is planning to perform the technological metamorphosis on me as soon as he's taken care of the Legion of Superheroes. So long as we can shut this ship down before he's satisfied with the defeat of the Legion, we won't have to worry about the digitization process being activated."

"Good, because from what I've heard from the other legionnaires, is isn't fun…but, uh," Gates scratched his head, "how exactly does the process work? What happens to the things you-er, Brainiac digitizes?"

"…Even with my twelfth level intellect it's hard to explain." Brainy stopped what he was doing and turned to Gates, who gave him his full attention as files continued to open up onto the large screen that lit the room with a static, light blue hue.

"Physically your body is downloaded and turned into code that is then stored away in the back of Brainiac's mind. Mentally you continue to exist inside his system, aware that you're trapped but still believing that you're alive. Emotionally…that's where it gets hard to describe."

"How so?"

Brainy skimmed through all the information on the screen. "I've always had emotion…or, rather, the knowledge of how emotion works and the ability to use it at the appropriate times. I've been to so many places as a human Coluan, felt so many things…trying to explain what digitization is now, after exploring all these feelings? It's…digitization makes you feel as though you're safe, inside a world where you can't be hurt."

"Doesn't sound so bad."

"Sure," Brainy frowned at him, "until you realize that you're forever caught inside the mind of a villain, left as nothing but his library of history."

"Emotion is still new to you, huh?" Gates leaned over beside him, smirking. "Explains why you can't seem to talk to Supergirl."

Brainy stopped his work. "What are you talking about? You've seen me talk to her on multiple occasions."

"About your feelings?"

"We don't have time for that."

"Once Brainiac is defeated, you'll have all the time in the world to discuss them. Face it, you're afraid of telling her how you feel."

Brainy blushed. "…This is all so new to me."

"Do not worry, Querl," a deep voice came from the entrance of the room as a large shadow loomed over the computer screen light, "once we are connected you shall not have to deal with such trivial emotions."

They spun around as Brainiac walked into the room, carrying an unconscious Supergirl in his hand. He tossed her in for them to run up to. "Kara," Brainy brushed her hair out of her face, "no…," he glared at Brainiac, "where are the others?"

"Dealt with. They're being moved to the storage chamber, where I shall eventually digitize them…or, shall I say that _we_ will digitize them?"

"No," he stood, "you shall not." He placed a force field over them as Brainiac approached. "I won't let history repeat itself."

"How comforting – neither will I." Brainiac slammed his fist into the floor, punching through the metal. There was a rumbling below their feet, and suddenly his arm broke through the ground around them, plowing Brainy into the top of the field. It felt apart as he slumped to the floor beside Supergirl.

"No," Gates yelled and began to create a portal, "I won't let you-uh!" Brainiac shocked him into unconsciousness as he fell to the floor beside the hole he'd created.

"Now," he moved to the computer and put in a code, "to open my own portal, right over New Metropolis."

* * *

"Mon-el," Sun Boy and the rest of Mon-el's group floated over New Metropolis, "is that…?"

A laser began to charge in the mouth of Brainiac's skull ship. "It looks just like the one the robot shot before," Phantom Girl told them, "the one that sent Brainy and Supergirl to the Phantom Zone."

"Then they're coming," Mon-el grimaced, "and General Zod will be at the front of it all."

 **Dun-dun-DUN! The Phantom Zone is opening, and the legionnaires up on Brainiac's ship aren't doing any better themselves. How will they ever get out of this mess? And...what happens next? If Brainiac is the only one conscious...uh oh...**

 **Until the next chapter!**


	9. 09

"…," he could move his fingers and his arms, and slowly he gained control of his legs again, "…Gates? Where are you…my voice," he reached up for his throat, "what happened to it…it feels different, somehow…"

Brainiac 5 sat up feeling strangely refreshed. He was in another room, presumably by the back of the ship. He slipped off a metal table covered in needles and lasers and walked around, his body far lighter than it had been. "...!" Everything seemed clearer, as though there was a light inside his head.

"Hello?" He didn't know where anyone had gone, including Brainiac. He walked out of the room in time to see two robots coming towards him. He readied to fight but they simply passed him by. "What the…?"

He noticed his reflection in a window across from him, where he could see the moon. Slowly he stepped up it – and nearly had a heart attack on the spot.

"No…no!"

It was like looking into the past. His eyes were purple with white pupils, his skin hard as metal, his body covered in purple armour. He looked down at his fingers to find them striped with black lines where they could stretch out and separate.

"Technological metamorphosis," he couldn't stop himself from scanning his body and searching through the schematics, "he…he really did it…?" He noticed strange new lines carved into his armour. "What…!"

Bright white light surged through them and into the ship, spreading through it. He could feel the ship around him, like he was part of it. The lines surged every ten seconds. He tried floating in the air but still the energy fell from him to the ground like radio waves.

"I…I don't have time to deal with this right now," he flew down the corridor, "I need to find Kara. And the others, before Brainiac can-!"

The ship let out a beam of energy at the Earth. "The Phantom Zone," he recognised the energy, "he's opened it!"

The ship suddenly turned to face the moon. "Now see, Querl Dox," Brainiac's voice ran in his brain, "what we can accomplish."

"Get out of my head, Vril! Turn me back this instant!"

"We are one now. You have no more choice – and soon, no more humanity. My past error will be fixed."

Focusing on the moon another beam shot forth from Brainiac's skull ship, hitting the face of the moon.

And then it was digitized out of existence.

"No!" Brainy knew to feel terror even if he couldn't in his cyborg form. He knew what the light surging off him now was: it was the connection between him and Brainiac, giving his ancestor the ability to digitize without completely joining with him. He needed to get off the ship somehow before he could digitize the Earth and his teammates.

He turned into his old battle mode and punched at the outer wall, but found it impossible to penetrate. He flew back down the hall to the window and tried breaking it open with his fists and then with all his lasers and rockets, but all he did was fill the corridor with smoke.

"You cannot leave, Brainiac 5," Brainiac spoke into his mind again, "the ship is indestructible by your technological means."

"Enough of this!" He shifted back to his regular form and fell to his knees on the floor, holding his head in his hands. "I can't go through this again."

"Worry not about your emotions anymore. No longer will you have to deal with the pain and inconsistency they bring you."

"Uh," he felt a painful ringing in his head as static fell over his eyes, "w-wait…w-what are you…you're o-overriding my…my p-p-programming!"

"All I need is your intelligence and multiple consciences. I need nothing of your opinions, personal thoughts…or your humanity."

"N-No," he couldn't fight him as he stumbled around in the corridor, his vision blurring as he began to feel his mind being stretched apart, "d-don't…I w-won't give in to y-y-you…"

"You have no choice. Accept your fate, Brainiac 5. Accept this universe's fate."

"…My…destiny," Brainy stood up, his eyes shut, "it…it's here, on this ship…our ship."

"Yes, Brainiac 5. We belong here, together."

Brainiac 5 didn't say another word. He walked down the endless hallways, without feeling, without thought.

Without a care in the world about his fellow legionnaires.

* * *

"No one on this ship is to touch him," Brainiac told his robot soldiers, "make sure he is not interfered with. So long as he is on the ship I will be able to stabilize the digitization process and begin the final phase of my plan."

The robots responded with beeps and blinks as they marched out of the bridge. He opened a screen from his throne. "And to think, Brainiac 5 thought I would be foolish enough to use the same throne twice. Such is the impudence of organic life."

The screen showed him a back room, where Supergirl, Invisible Kid, Wildfire and Projectra were being held in glass tubes of their own, unconscious and awaiting their digitization. "Shall I save you until the end of this universe, Kara, so you may see the beauty of my work?"

Multiple screens opened up on the front window, showing him different scenes. "Here is where the last of life's chaos shall be." He saw Mon-el's team fighting off General Zod and the Phantom Zone prisoners, Dawnstar's team keeping robots off of their backs, legionnaires inside and outside their headquarters battling Scavenger clones, Superman and Kel-el's team dealing with the Doomsday army, and finally Brainiac 5 aimlessly wandering through his ship's halls.

"This is where it ends for the Legion of Superheroes. Here shall the true beginning of the universe begin. Once I have digitized Earth and finally cleared you heroes out of my way, there shall be nothing left to stand between me and eternal order."

He pressed another button on his throne, closing in on Superman's face. "You have faced me many times before, but at last you shall become nothing but ones and zeroes in my mind – in a world where I am the only control. The _only_ truth and justice."

 **...You know what? No. I won't risk any spoilers, so no more comments from me...except for this one...and this one...and this one...and...well, you get the point.**

 **Until the next chapter!**


	10. 010

**MIND OVER MATTER PART 2**

Brainiac 5 gazed into Supergirl's glass tube in a room at the far back of Brainiac's skull ship. She and the other trapped legionnaires floated in the air in their tubes, their hair floating around as they seemed to sleep forever. Energy continued to surge from him, charging up the digitization process for his ancestor to use, and yet he felt…nothing. He thought nothing.

"…Such pathetic organize lifeforms," was all he could say as he left the room, "how can they not see our end goals are the only way of saving this…chaotic universe."

* * *

Phantom Girl and Ferro were beside one another as they punched and smacked Phantom Zone prisoners back, but it wasn't nearly enough to keep them from flying in every direction away from their group. "Mon-el, a plan, please?"

He, Sun Boy and Chameleon Boy were trying to keep as many prisoners together as they could, but even with Cham's great size as a man-sucking jellyfish holding them in there was no way to stop them all. "Thinking," he told her as he turned to General Zod and Drax, floating above them with dangerous sneers, the open portal right behind them, "just keeping holding them off!"

"Uh, how?"

"…Punching and smacking!"

"Gee," she grumbled, "never would have thought of that."

Mon-el moved towards Zod and Drax. "Know that should you and your prisoners stay here any longer, Zod, Brainiac will digitize you along with the rest of us."

"So be it," he coldly replied, "I find that a far better fate than being trapped inside that wretched place any longer. Drax, my son, show him how forgiving we are for his actions against us."

Drax gave his father a nod before flying over and knocking Mon-el back into Sun Boy, toppling them onto the nearest roof. "You little heroes stand no chance against my father's orders," he told them as they stood up to face him, "starting today we face a new world order, one where the Phantom Zone cannot hold us back!"

Mon-el gazed up at the portal behind him, and beyond it, Brainiac's skull ship, slowly turning back to face the Earth.

"We're running out of time."

* * *

Scavengers were running wild through the Legion Tower as Polar Boy and White Witch chased them down the corridors. "It's a good thing Nemesis Kid and you guys joined us in this fight," he told her, "at least now we have a sort of fighting chance." He froze their feet as White Witch turned their armour to rubber. They ran into Shrinking Violet and Kinetix in front of the main console room. "How are we holding up, Kinetix?"

An explosions came from a few floors below them. "Can I get back to you on that?"

"White Witch," Violet looked out the window as the skull ship, "can you use magic to give us some more time before Brainiac digitizes the planet?"

She thought for a moment before nodding. "There is an old spell I can use, but it'll only give us a bit of a leeway."

"How long?"

"An hour at the most."

"That'll be more than enough," Colossal Boy and Porcupine Pete joined them, "go!"

She flew out of the tower, polar Boy and Violet following her through a large crack in the window. "Kinetix," he turned to her, "how are the others doing outside?"

She flew through the window and looked around. Scavengers were on the ground sneezing in front of Infectious Lass and Blok, and plants were overrunning the right side of the building by Chlorophyll Kid and Tyroc. "Uh…pretty well, actually."

Porcupine Pete's quills drooped. "This isn't going to be enough, is it?"

Colossal Boy didn't answer. They gazed out at Brainiac's ship as White Witch and the others flew higher into the sky, past a large pink portal opened above New Metropolis, which was currently crowded with his robot soldiers and legionnaires.

* * *

"This will do," White Witch told the others as they flew just into the reaches of space above Earth, "let our final hour begin." She held her hands out in front of her as a great white force field shape liked a bird spread out its wings over the planet, shielding it from the ship. "I can only hold this shield for so long. Let us hope Supergirl can handle Brainiac before then."

"She will," Shrinking Violet assured her, "she's just…working at a slightly slower pace than desired."

"Violet," Polar Boy spoke to her behind White Witch, "if Brainiac is ready to digitize us like he did the moon, then that means that Brainiac 5-"

"I know," she snapped at him before her shoulders slumped, "I…I know what it means…"

He put his hand on her shoulder as they watched the large bird field made a loud cawing sound, as if challenging Brainiac to try and bring it down.

* * *

"Magic," Brainiac sighed on the bridge of his ship, "so they wish to hold out for a little bit longer. So be it. With Querl Dox connected to me and the ship I have unlimited amounts of power now."

The robots at the main controls aimed the digitization laser at the field over the earth. A screen popped up on the side of the window, showing White Witch to be the one holding the shield up. "Fire at the center where that witch dares to defy me."

The laser charged and fired, hitting the shield but reaching no further than an inch through it before cutting short. "Keep firing and do not let up," he commanded as the White Witch glared at him through the screen, "and soon their last wall will fall…."

He glanced behind him to see Brainiac 5 standing at the entrance, light energy still surging through the carvings of his suit to the floor. He watched the screen for a moment with blank eyes before turning around and leaving.

Again Brainiac gave a small, evil smile. "No matter how strong magic is, it cannot stop us. Not with our combined power."

 **Things couldn't be worse for the Legion...well, save for them all being digitized and leaving Brainiac 5 alone with Brainiac forever and ever and ever and...yeah, things are pretty bad. How will they get out of this mess? And even if they cane somehow turn this all around...what happens to robot Brainy?**

 **Until the next chapter!**


	11. 011

"The countdown's begun for Earth," Zyx told the others as they hid behind a large asteroid not too far from Brainiac's skull ship, "I've seen White Witch used this power before. We've got just about an hour before it wears out-"

"And Earth is digitized," Light Lass finished his sentence, "along with the Legion…our families…all those innocent people."

Danielle and Magnetic Kid studied the ship, dozens of robots guarding every possible entry point. "Alright, Zyx," Magnetic Kid glanced back at him, "your magic is the only way we're going to get inside that ship and find Invisible Kid and the others."

"How do you know they're in there?"

"Because if I know anything for sure about my brother," Danielle spoke firmly to them, "it's that he's always first to volunteer for stealth missions. And where does one have to be stealthy with Brainiac?"

"His own ship," they all replied with a smile. "Good thing we found an extra flight ring for Danielle back at headquarters," Light Lass held hers up, "or this never would have worked."

"Exactly. Now let's get in there and help save the world."

* * *

"Nice of you to join us, Dawnstar," Kel-el whipped a Doomsday into the side of a building, "too bad it won't be slowing these guys down."

"We're not making any progress either way back there," she replied as her team joined up with his and Superman, "besides, Matter-Eater Lad was telling me how he's always wanted to see what kryptonite tastes like."

Multiple Doomsday were charging towards Shadow Lass and Element Lad, calling out something like a war cry. "You cannot defeat us," the original Doomsday stood up in his sponge armour, "we outnumber you one legionnaire to a hundred _coldblooded warriors_!"

Superman gazed up at the giant bird covering the skies. "Kara…please tell you're okay…!" He dodged a punch from a Doomsday covered in Kryptonite and sent it flying, but being cast in the element's presence caused him to waver, allowing more Doomsday to dogpile him.

"Get off him," Saturn Girl used a mind blast to clear them away as Timber Wolf helped Superman up, "Superman, are you okay? All this kryptonite has to be wearing down on your nerves."

"I'll be…fine…"

"We can handle the Doomsdays," Timber Wolf told him as Element Lad turned another set of kryptonite armour into a silk dress, "go and check on the others in the Legion cruiser." The three of them spotted it spinning round and round the top of a building like a merry-go-round ride. "Something tells me they may be in a tad bit of trouble."

* * *

"Look out!"

 _Bam!_

In his ball form Bouncing Boy smacked Cosmic Boy and Star Boy into the main console before repelling back and forth in the bridge room, knocking Brainiac's robot soldiers all over the place. The same could be said for his fellow legionnaires.

"Yikes!" Star Boy pulled them to the floor as Bouncy flew over them again.

"Can't you stop this ship with your gravitational powers, Star Boy?"

"You don't think I've tried? Duck!" They held their heads down as a robot flew over them.

Dream Girl got down beside Karate Kid by the wheel. "This wasn't part of my vision."

"You saw this in your dreams?"

"Bits and pieces," she admitted to him as Bouncy was flung over them, toppling robots over like bowling pins, "but Brainy was too busy to hear me out. I should have been more forward with them, even if they were fuzzy."

"How fuzzy?"

She smirked. "Teddy bear fuzzy."

Triplicate Girl tried to fly around until Bouncing Boy came whipping her way. She split into three, just barely avoiding him. Before the triplets could celebrate, however, he rebounded, slamming into the purple triplet and throwing her on top of Dream Girl. "Stop moving, Bouncy!"

"Can't stop," he whipped past her while speaking, knocking robots to and fro, "won't stop!"

The orange triplet looked out the cruiser's window and smiled. "Superman!"

The ship hit a lurch and slowly came to a halt as he grabbed the front and held it in place beside a tall apartment building. He looked in and saw them, smiling himself. "The ship's holding," she turned back to the others as they stood, Bouncing Boy wobbling around on his legs, "let's take care of the rest of these dumb machines!"

Karate Kid kicked them back as the triplets joined hands and knocked a hole through their ranks, giving Star Boy room to toss them against the walls.

"Cosmic Boy," Dream Girl got beside him as she flipped over a toppled robot, "they're made of weaker metal than the others, mere diversions. Care to clean this up?"

He smirked at her and, using his powers, scrunched all the robots together, finishing them off in a big ball of broken metal. He shrunk it down as Star Boy moved to the main controls. "Star Boy, cut C.O.M.P.U.T.O off, now!"

" **You may cut me out** ," C.O.M.P.U.T.O. warned them as the triplets quickly opened up all the control panels, " **but you cannot hope to stop Brainiac 6. He will bring order to this chaos and save you all, even if I am no longer around**."

"That's enough from you!" Star Boy tore the wires out with his powers and changed their weight, letting them float in the air as the ship began to plunge. He focused on the metal beneath him, and together with Superman they carefully landed the ship on the ground as the legionnaires moved out and into New Metropolis.

"So much for keeping watch over the city," Triplicate Girl shifted back into one, "where to now, Cosmic Boy?"

"Let's return to headquarters and help deal with the Scavengers," he pointed to her and Superman, "the rest of you, head off to help keep the Doomsday under control…as best you can."

They split up and flew their separate ways. "Let us hope White Witch can hold out long enough for Supergirl and the others to accomplish their own mission," Karate Kid spoke aloud, "before we are all…"

 **Have your own say on how Karate Kid was going to finish his sentence; allow your mind to wander through all the possibilities. Because he sure wasn't going to say anything positive. The Legion is on the ropes, even with the left over C.O.M.P.U.T.O programming dealt with. Brainiac and his army are surging forward, and that means something no one ever wanted to hear.**

 **It may be up to Zyx and his team to save the day.**

 **Until the next chapter!**


	12. 012

"This is way creepy," Magnetic Kid mumbled as he and the others quietly made their way down one of the halls of the skull ship, "why would anyone want to live in a place like this? Think of all the safety regulations that are being broken."

"Newsflash, Pol," Zyx whispered, "Brainiac could live in a _coffin_ and not mind it. He's a psycho robot bent on universe domination. Not the kind of guy to stroll around a shop looking for neat décor."

"Uh, you guys?" Danielle nervously looked around at the cold metal. "Is it just me, or…can you _feel_ the ship?"

"Feel it?" Light Lass pointed to the white lines surging everywhere in a pattern. "You're not talking about those, are you?"

"No, I…it's like I can hear the computers working inside the ship. There are voices constantly talking," she tried covering her ears, "speaking about Brainiac 6 and his digitization plans."

"Wait," Magnetic Kid stopped them outside a pair of doors, "are you saying that you can somehow _hear_ the ship?"

"…C.O.M.P.U.T.O!" Everyone turned to Light Lass. "When we implanted C.O.M.P.U.T.O's pieces into your system, Danielle, maybe we also gave you some of its abilities!"

"Abilities? Such as…?"

She thought for a moment. "…Technokinesis!"

"You mean," Zyx glanced at Danielle, "she can talk to computers?" He snorted and stifled a laugh as she shot him a look. "Sorry, it's just…can we call you the Software Whisperer?"

"No, you may not."

"…How about we call you…Computer Kid?"

"Guys, can we take this a bit more seriously, please?" Magnetic Kid got everyone's attention before the two of them could continue bickering. "We are currently sneaking onto Brainiac 6's ship. Could we talk about this when we aren't in imminent danger?"

The doors suddenly opened up behind him, and the group turned to find five robots staring down at them. "…"

"…AHHH!" They all screamed in unison before making a run for it down the hall, only to be cut off by more robots. "AHHH!"

"Intruders," Brainiac spoke through one of the front robots as Zyx protectively got in front of Danielle, "and children, at that. For what reason have you invaded my domain?"

Light Lass shivered behind Magnetic Kid as he cleared his throat, trying to keep from fainting. "We are members…or, well, soon will be members, of the Legion of Superheroes, and we've come to find our comrades."

"You wish for me to release those who will soon be saved? Do not stand in my way. There is nothing to fear but fear of the unknown."

"My brother," Danielle spoke up over Zyx's shoulder, "where have you put Jacques Foccart?!"

"Invisible Kid and the others have been stored away for eventual digitization following the digitization of planet Earth."

"You can't!" She stepped around Zyx and faced off against the head robot. "I don't care if you think you're perfect – imperfections are what makes us mortal!"

"You will understand soon enough."

"No," she felt the metal on the back of her neck crackle, "you're the one who needs to understand!" She shoved the robot back in anger, but to everyone's surprise it hit the ground…and didn't get up. It had shut down. "…What?"

"Technokinesis," Light Lass clapped her hands, "I knew it!"

Danielle felt the wires of the robots in front of her and, mentally feeling her way through their circuitry, shut them down one by one. "Ah," she winced as she rubbed her head, "that hurts to do too many times."

"Then we'll take care of the rest," Zyx snapped his fingers, turning two of the robots into toys, "reserve legionnaires?"

Light Lass blasted one back down the hall as Magnetic Kid bent the heads of the other two in, dropping their limp bodies. "Come on," he led them further down the hall, "Brainiac knows we're here, so more robots are bound to come this way!"

Sure enough, not thirty feet down the hall more robots started turning their way. "Quick, in here!" Magnetic Kid led them into a dark room and bent the doors so they couldn't be opened by regular means behind them. "That should slow them down."

 _Bang! Bang!_

"For a minute, at least."

Light Lass and Danielle looked around. "What is this room?" She brought out a handful of electricity to look around. "Gah," she nearly jumped back into Magnetic Kid's arms, "w-who's there?!"

Zyx brought forth a dozen floating lanterns to light the darkness. They were in a room that was empty save for a circle of seats in the center, and sitting on the middle one facing the group was Brainiac 5 in his robot form. "Brainiac 5," he gawked, "what the heck happened to you?!"

Brainy opened his eyes as Light Lass put her hands back down. "He looks just like he did when I was turned back into an organic form, but…that was years ago. Isn't he supposed to be a human now?"

Danielle could feel his robotic mind whirling as he stood up. "Guys," she got them to back up, "I've got a feeling that Brainiac 6 got to him first."

"Intruders," he reached for them, "I must take you back to be digitized."

"Come on, Brainy," Zyx flew over to him and waved his hand over his purple eyes, "don't tell me you're going to let Brainiac take you over. You're supposed to be the smartest guy in the whole universe! No one gets to tell you what to do!"

"That won't work," Danielle took Zyx's hand and faced Brainy, "he's too far gone. But if I can reach into his mind…Magnetic Kid, Light Lass, pin him down."

They flew over and held Brainy back down in his seat. "Let me go," he tried to shake them off but they held fast, "you don't understand the good that will come from my ancestor's order!"

"Danielle," Zyx asked as she held his hand and placed the other on the side of Brainiac 5's head, "what are you going to do?"

"I'm going to find my brother," she replied as she focused on his inner mechanisms, "and save his friend in the process."

 **Yes, Danielle has powers. I hope you guys don't think I rushed over her healing of that life threatening illness, but I wanted to get her out into the battle as quick as possible...and by Zyx's side as quick, too ;) now it's time for these geeks to head right into one of the most dangerous minds of the thirty-first century...Brainy's!**

 **Until the next chapter!**


	13. 013

"…Whoa," Zyx looked around, "I used to call him an airhead, but I wasn't being serious."

He and Danielle found themselves in a huge chamber made up of dark green comb shaped panelling with white and purple crevices everywhere. In the center sat a large, curved black shell that reminded him of a cocoon, with a replica of the skull ship on the top like a head. "Okay," he took a cautious step back, "so, am I supposed to be finding the meaning of life in this sculpture, or…?"

Danielle stepped towards it until the eyes on the skull lit up in a deep purple. "Passcode required."

"It's Brainiac's voice," she said as Zyx came up next to her, "asking for some sort of code to unlock the cocoon."

"Sure," he shrugged, "how's _this_ for a passcode?" He pulled out a huge sledge hammer from behind his back, jumped up and smashed the skull off the cocoon, crushing it to pieces on the chamber floor. The hammer vanished as he smirked. "Magic. Duh."

Danielle flew up and peered into the cocoon from the hole in the neck. "It's Brainiac 5, he's in there! Quick, we need to find a way to get him-ah," she pulled her fingers back as the neck shut, "well, not through there, then."

"Check it out," Zyx pointed to a handprint scanner that glowed on the chest of the cocoon, "who do you suppose that's meant for?"

"Depends on whether or not he or Brainiac designed it," she flew down to it, "and I'm afraid of it being the latter's design." She pressed her hand against it, only to be shoved back by a current of electric shocks through her arm. "Yipes!"

"Insufficient amount of Kryptonian DNA retrieved." The handprint scanner beeped twice. "Any further attempts ending in failure will result in complete mind wipe."

"Mind wipe?" Zyx watched Danielle rub the back of her neck. "What does he mean by a mind wipe?"

"It means that if a Kryptonian doesn't touch the scanner, all of Brainy's memories will be wiped clean." She pulled one of the comb panels off the ground and began working at the wires underneath. "I nearly forgot that the Brainiac lineage has Kryptonian DNA intertwined into their programming. A little tidbit my brother told me before going to his last Legion auditions."

Zyx smiled. "Good thing he and Brainy aren't the only Kryptonians on this ship."

She pulled a couple wires up in front of her face. "All I have to do is find Supergirl on the ship through his system interconnected into the ship, and…," she crossed the ends of the wires she tore, "…there she is! Supergirl…Supergirl, quick," she placed the end of the wires into the metal plate on the back of her neck, "we need you!"

* * *

Supergirl shifted in her glass tube, someone's voice vibrating in the back of her mind. Her eyes opened, glowing bright purple. She looked left, then right. "…"

" _Supergirl, hurry_ ," A young girl was speaking to her, but she wasn't in the dark room with her fellow legionnaires, " _we need your help_!"

* * *

"Yow," Zyx jumped back as Supergirl phased into the chamber, looking around in confusion, "you sure know how to make an entrance, don't you?"

"…Zyx?" Supergirl looked at them both, eyes wide. "Where are we? And who are you?"

"No time to explain," Danielle gestured to the handprint scanner, "Brainiac 5 is right inside there, and you're the only one who can unlock him."

"Me?" She looked down at her own hand, then to the scanner. "…Right." She placed it against the scanner and waited.

"…Sufficient amount of Kryptonian DNA retrieved," Brainiac's voice echoed through the chamber, "unlocking technologically metamorphosizing chamber." The cocoon opened itself as smoke shot forth. Once it had cleared the trio found Brainiac 5 in his human form, hanging inside from the wires, slowly coming to. He looked up at Supergirl for a moment.

"…We really have to stop meeting like this."

Danielle chuckled and snapped her fingers, untangling Brainy and setting him down. "Wait," he watched her shut the cocoon with the wires attached to her neck, "how are you doing that? Aren't you Jacques' younger sister?"

"Oh," she averted her gaze back to the wires under the panel, "Zyx merged me with the old C.O.M.P.U.T.O parts from your headquarters."

He turned to Zyx. "You did _what_?"

"Brainy," Supergirl grabbed his arms, "focus. We're still on Brainiac's ship."

"That I'm a part of." He pulled her arms away, saddening by the second. "I'm only a physical manifestation of the humanity he's locked away. He's turned me back into a robot."

"I don't care!"

"…"

"..Okay, I care a bit," she shrugged, "but we still have a universe to save, right?" She turned to Danielle and Zyx. "Come and find us, you two. We're going to need your help."

"Y-You are?" They shared an excited smile. "You got it, Supergirl!"

"Take care of the ship," she gave Brainy another smile, "I'll take care of Brainiac."

"Understood…be careful."

"Don't worry," she assured him as Danielle pulled them out of his mind, "this time, he won't be getting the better of me…," she pulled him in for a hug as they vanished from the chamber in a flash of bright light, "this will all be over soon."

* * *

 _Bang! Bang!_

"What's taking them so long?!" Magnetic Kid was pushing against the doors of the room, desperately trying to keep the robots from breaking in. "We're about to be overrun here!"

Danielle and Zyx sat unconscious in two of the seats as robot Brainiac 5 stormed around the room, trying to pry Light Lass off his back. "Unhand me, organic lifeform!"

"Just another moment, Brainy," she clung for dear life as he grabbed at her arms, "ow, quit poking!"

"Enough of this," he told her in a dark tone, "you cannot…I…uh," he blinked a few times before looking around, "…Ayla? Pol?"

 _BANG!_

"The door," Pol stumbled back as a mound of robots poured in over top of him, "we're done for!"

 **I tried describing the cocoon as that old black body Brainiac used to sometimes have in the comics when he was connected to his skull ship, sort of a reference to the old times. And it was great letting Danielle have a go at saving the day with Zyx's help (and his great big hammer, always a good tool for fine work). But of course it's time to let Supergirl and Brainiac 5 figure things out and stop this maniac in his tracks!**

 **Until the next chapter!**


	14. 014

"Get down, Pol!" Brainiac 5 stretched his fingers out over the robots and electrocuted them as Danielle and Zyx woke up. Magnetic Kid rolled out of the way as they toppled down into a heap. "You guys okay?"

"Yeah," he got up as Light Lass slipped of Brainy's back, "now that you're, you know, no longer trying to digitize us…uh, you _don't_ want to digitize us, right?"

"He's fine," Danielle assured them as they regrouped, "…well, aside from the whole being a robot problem. Not really sure how to fix that."

Zyx sighed. "I don't have any kind of magic that could help, either."

"I'll deal with that later," Brainiac 5 led them out into the hall, "Danielle, do you remember where Supergirl is?"

"Third room from the back of the ship."

He sighed. "Then, and I can't believe I'm saying this...it's up to your guys to save them from Brainiac's clutches. Can I trust you with this responsibility?"

They all nodded. "You can count on us!" The group flew down the hall towards the back of the ship as Brainy looked towards the other end, where more robots were roaming around to survey the damage.

"Let's give this ship shutdown a second try, shall we?"

* * *

Supergirl was just coming to when the doors of the dark room crashed open. Magnetic Kid and Light Lass shot robots out of the way as Zyx led Danielle to the computers. "Can you free them?"

She gave him a look before typing in multiple codes in until the screens blinked at her. "I memorized the passcodes when we were inside Brainiac 5's brain." She pressed the enter button as the glass tubes began to slide back into the ceiling. "See? I've got this."

"Thanks for the save, you four," Supergirl told them as Danielle moved to Invisible Kid's side, "good work on your…what, second mission for the Legion?"

"Ooh, my head," Invisible Kid blinked a few times before realizing who was standing next to him, "…Danielle? Is that you?"

"Yeah, big bro, it's me."

"…What are you doing on Brainiac's ship?! You should be home, safe, and…," he felt the metal on her neck as the other legionnaires were helped out of their tubes, "uh, what's that?"

"Um…a piece of C.O.M.P.U.T.O I?"

He smacked his forehead. "You're so grounded. No, beyond grounded. Forget ever moving out, because you're going to be locked away in your room for decades!"

"There won't be a room to be locked in if we don't stop Brainiac!"

"Sensor Girl, Gates," Supergirl turned to the group, "take Magnetic Kid and Zyx back to Earth and tell the others that we're on our way. The rest of you are with me here on the ship."

Gates nodded and opened a portal, allowing the legionnaires to fly through. "Jacques," she glanced at him, "I know it's not suitable, but like it or not Danielle is a major asset to this team now. With her new powers she can hack into the ship and guide us through right to Brainiac. We need her."

"I can do this, Jacques," Danielle agreed, "trust me. I got this far with the others, right?"

"Look on the bright side," Wildfire reminded him, "what's the one thing Brainiac isn't going to digitize? The very ship we're on."

"…," He looked back to his sister and her pleading eyes, "…Okay. I trust you."

"Yes!" She gave him a big smile and wrapped him in an even bigger hug. "I won't disappoint you."

"Trust me, that's the _least_ of my worries right now."

* * *

"You are far weaker than I ever dreamed," Drax taunted Mon-el as he tossed him into Phantom Girl, "such a waste of my own strength, Mon-el."

It was hard to see White Witch's force field in the sky past the crowds of Phantom Zone prisoners and robot soldiers. Chameleon Boy and Sun Boy threw robots around and blasted prisoners back but there was no end to them. General Zod watched from above by the portal into the zone, jeering at them as they continued to fight. "It will all be over soon, Legion of Superheroes."

Gates portaled him and the others beside Ferro. "Gracious," Projectra looked around at the chaos, "this is disgusting."

"Nice of you guys to show up," Ferro turned to them, "mind lending a hand?"

Zyx rolled his eyes. "You guys are hopeless." He clapped his hands together, and when he pulled them apart they were as big as hover cars. "Here. Enough hand for you?"

Ferro's eyes widened. "…Uh…"

"Ha-ha," Zyx clapped prisoners together and whipped them back through the portal, "it's cleanup time!"

Mon-el caught sight of Zyx's work. "…The portal," he smirked at Drax, "Brainiac's using you as decoys for the Legion – which means that he doesn't really want to keep you here! The portal brought you, and it's going to send you back! Legionnaires," he called out over the crowds, "throw them back to where they came from, and don't be afraid to send a few robots in as playmates!"

Magnetic Kid gazed up at the bird field. "…Hey, Sensor Girl," he whispered his plan into her ear as a smile spread over her face, "…what do you think?"

"I think it'll buy us just enough time," she flew up to White Witch, Polar Boy and Shrinking Violet as fast as she could, "find Superman and tell him about Kara!"

He nodded and flew back down into New Metropolis as Gates helped clear the prisoners back into the portal behind General Zod. "Superman, Superman," he looked around, "…where am I going to find him?"

He noticed the Legion Cruiser on the ground and flew towards it to find no one inside. "Dang," he turned around to find robots coming towards it, "and double dang!" He tried to control the metal but they were invulnerable to his powers.

"Triple dang."

He had no choice. He flew back into the cruiser, looking for a place to hide as the robots flew up close past him. There was no way out for now.

 **Now how will his message reach Superman and the other's? Looks like Sensor Girl is just going to have to put his plan into action without backup. Let's hope it does the trick, because time is running out for Earth and the Legion, and any minute now Brainiac's patience program is going to run out. It's time for Supergirl to act!**

 **Until the next chapter!**


	15. 015

"Alright, I think they've had enough," Mon-el made sure the prisoners were beginning to retreat back from the group, "legionnaires, behind Zyx, now!"

The legionnaires flew around behind Zyx as they faced the prisoners before General Zod and the portal into the Phantom Zone. "So you're running?" Drax chuckled. "Pathetic, Mon-el. How many times must I say it?"

"Not enough, apparently," Cham plugged his ears, "hey, Zyx, I think he needs to see some _real_ fans of the Daxamite."

Zyx gave him a playful wink before the two of them shapeshifted into humongous fans aimed directly at the portal. Mon-el spun around the edges of them, faster and faster, creating a tornado and began to shove the prisoners back into the Phantom Zone. "Remember what Mon-el told us," Sun Boy said to the others, "make sure every last one of them go back to where they belong!"

He shot the prisoners back into the tornado as Ferro and Phantom Girl threw them in. "Enough," Drax warned them as General Zod tried his best to fly out of the tornado, "you can't do this to us!"

Phantom Girl jumped into the tornado and with one kick smacked Drax into his father and sent them flying into the portal with great wails erupting from their gaping mouths. She phased out right before touching the portal, letting the tornado flow through her as she dusted her hands off. "Can't we?"

* * *

"Can you keep this up, Kel-el?"

Kel continued to cover all the Doomsdays in his kryptonite, slowly trapping the entire army in a great wall of the rock as legionnaires threw them in his direction. "Yeah," he grit his teeth as his arms began to tense, "I can do this."

Element Lad stood beside him. "Uh, are you sure? You look a bit-"

" _I can handle it_."

"…O-kay, then," he grabbed a Doomsday and chucked him into the wall as Saturn Girl blasted them back with her mind, "just remember, you're on laundry duty when all of this is finished."

"Ugh," he moaned, "why do I even keep coming back here?"

* * *

"This is working," Colour Kid cheered, "it's actually working!"

Kinetix helped Chlorophyll Kid's plants to grow around the Scavengers as Colossal Boy and Superman helped the others toss them into the large vine snare surrounding them. Blok, Cosmic Boy and Tyroc used their powers to destroy their technology as Dragonmage took out reinforcements with his dragons. "Yes," he touched the plants, turning their colour to a bright yellow, "and now they'll be so distracted by the colour, they'll be too scared to try escaping!"

Kinetix flew down and pat him on the head. "Good work!" She gave him a thumbs up before returning to the plants, not noticing his cheeks take a multicolored blush. Or Magnetic Kid, who was currently fighting robots over by the Legion cruiser not too far from him, waving frantically for his attention but not being able to reach him through his daydreaming.

"Wow…"

* * *

Alone on the bridge of the skull ship, Brainiac watched White Witch hold up her magical shield on the largest screen, Shrinking Violet and Polar Boy right behind her as she began to waver. The shield would come down in moments. "Soon Earth will fall…?"

Someone new was flying up beside White Witch, someone he didn't recognize. He searched through his knowledge of all the legionnaires as the young green haired girl with dark skin held her hands up beside the witch, but no names came to mind. "She is unknown in my updated database-!"

The force field became brighter, as if the new girl was helping to stabilize it. He narrowed his eyes at them, contemplating. "…There is something beyond what I'm seeing at work."

The door of the bridge opened behind him as Supergirl, Wildfire, Danielle, Invisible Kid and Light Lass stepped in. She held them back and walked over beside him, and for a moment they observed the planet together. In peace.

"…Why do you do this, Brainiac?" She glanced at him, sincerity in her quiet voice. "Is complete digitization what you really want?"

"My only purpose in this universe is to gather all possible knowledge and bring order to the chaos of this reality," he explained, "to do so, I must first take the planet that has given me the most trouble. Earth will be the first to face complete safety and order."

"But what if that isn't what we want?"

"You mortals have never known what is best for you. I alone can make such decisions."

"…You think you're better than life itself."

"It is all I am. I know that I am superior."

She sighed. "I suppose I shouldn't have expected anything more…"

 _Bam!_

Her uppercut connected with Brainiac, sending him back against the side wall before holding him down with her heat vision. "Move out!"

Wildfire and Light Lass blasted him as well, pinning him down as Invisible Kid and Danielle worked at the various controls. "If we can just hack into the right power cells," she told them, "we can cut off his connection to Brainiac 5 and the ship, thus destroying the digitization process!"

"This is where it ends, Brainiac," Supergirl boldly proclaimed, "no more digitization. No more of your insane order."

"…Oh, Kara," Brainiac shifted into his battle mode and began to rise, "it would seem that you've never come to understand true logic." He quickly wrapped his arm around the legionnaires and swung them out the front window with an enormous amount of force. They flew out into space as the glass repair itself and a large purple force field surrounded the ship.

"As Brainiac 5 and I are connected," he told them through the ship's speakers, "so is our ancestral force field."

Supergirl and Wildfire punched at the shield but nothing happened. "Look at what's happening to us, Brainiac," Light Lass pleaded with him from the other side, "where's the order in all this suffering?!"

"A child could never understand."

"I don't want to understand! Please, stop," she cried out in fear, "my brother is down there, and so are all those families that want to be left alone!"

Brainiac stared at her for a moment before leaving the bridge. "Soon you shall feel no more of this fear or suffering. I shall be the one to save the Earth."

"Brainiac, come back," Supergirl snapped at him as the doors closed behind him, "Brainiac!"

 **So now it all comes down to Brainiac 5 vs. Brainiac, huh? Let's hope things can turn themselves around before Vril gets the upper hand over his ancestor, who's still getting used to being a robot again. Where will this go? Only time will tell, but let's just say that it may not be pretty...**

 **Until the next chapter!**


	16. 016

Brainiac 5 ran into the power cell room to find burn marks everywhere. "I'm guessing Wildfire had a bit of a run here," he went up to the computer screen on them and starting clicking through information, "now where's the map…this is taking too long…," he smiled and stretched his fingers out, searching through ten files at a time, "I sort of missed this."

He found files on various planets, robots, cloning devices and Doomsday genetics. "If I know anything about Brainiac, it's that he's going to have a precautionary device located somewhere on this ship that will enable him to keep his technology out of the wrong hands…there!"

He finally opened up the plans of the ship and all its rooms. He zoomed in on a middle room above him. "I knew it," he smirked, "the self-destruct button with a one minute warning countdown. Typical, even for one of the most intelligent beings in history, Vril. Once I use it our connection will break, and when the others and I get out of here, everything on this ship will disintegrate into itself!"

He flew out of the room and used a laser to punch a hole in the ceiling. Floating up he found a secret corridor with only one door available to enter. He ran over to it and placed his hand against it. As it opened he walked into the darkness and clapped his hands, the lights coming on.

And there stood Brainiac, guarding the one button in the room on the opposite wall from the door. "So you've found it, Querl Dox."

"I'm sure Kara has already told you this," he didn't let his ancestor's sudden appearance phase him, "but it's over, Brainiac. Once I press the button this ship will disappear, along with everything you've created."

"I've put everything into this plan."

"I know."

"Querl."

He stopped as Brainiac gestured to the button behind him. "This button will not only destroy the ship and everything in it by disintegration. It is a self-destruct button. It will obliterate everything in a three thousand mile radius."

"What?!"

"Earth will be hit and severely damaged by the impact of the explosion," he faced Brainy head on, "unless our connection is kept and the force field stays."

Brainy thought his circuits might stop. "…That means…"

"You press the button, and Earth, along with Kara Zor-el and the rest of the Legion of Superheroes, will be destroyed."

"And if I don't," he mumbled as he staggered back, "you'll digitize it and download everyone into your memory database."

"I have already seen through the Orandan illusion. The magic shield over the Earth will drop in less than three minutes, and then the ship will automatically digitize Earth and everything around it."

"No…"

"Think about what is best for your friends," Brainiac took a step towards him, hand outreached, "I speak to your…humanity, now of all times. Perhaps it is time for your mind to clear. Join me, Querl Dox. For the protection of history and life."

Brainy looked up at him, dread slowing his programming down. "…I can't," he finally spoke up, "I can't go through this! Not again! Not _ever_!" He threw a punch down at Brainiac, who flew out of the way, hands behind his back. "I won't let you take anything else away!"

"Will this be the way forever?" Brainiac took his battle mode again and grabbed Brainy, pinning him to the floor. "Will you constantly fight what you know is right?"

He didn't want to be angry anymore; it was tearing away at him. "How," he asked Brainiac in all honesty, "how do you know you're right?"

"Because through all that I've seen and learned from the moment I came online," there wasn't a trace of doubt in his eyes, "I have been the only one who's known how to solve all errors; it is the faults of this and all other worlds that hold them back. No one has listened, so I must force it unto them."

At last his anger returned, only this time, it wasn't just his robotic knowledge of the emotion. He truly _felt_ hatred. "If you were as smart as you claim to be," he growled, "then you'd see how wrong you really are!"

He shot Brainiac off of him with the lasers on his chest sigil and took his battle mode, throwing him against the wall. "You're as faulted as the rest of us!"

"No. I have evolved beyond error." Brainiac tackled him down. "And you shall soon join that perfection."

"You don't get it, do you?" He stretched his arms out, plowing Brainiac into the ceiling. "I don't want anything to do with you! I want you out of my life!" They threw punches at one another, just barely missing the button again and again. "This ends right now!"

"She has manipulated your programming," Brainiac stood in front of the button, Brainy glaring at him, "turned you against me. Kara Zor-el is not the answer, Querl Dox."

"She is the answer," he gave up everything as tears streamed down his metallic cheeks, shocking Brainiac, " _my answer_! No more pain – _NO MORE BRAINIAC_!"

With a yell he rammed his hand through Brainiac's chest, ripping his core chip out as his ancestor let loose a horrific scream.

And then his fist punched the button.

* * *

"The magic's going down," Light Lass exclaimed as the bird vanished, "it's now or never, Brainiac 5!"

Supergirl turned back to the ship behind its force field. She punched at it over and over. "Come out here, Brainiac! Don't hide behind this shield! Face me and-"

 _BOOOOOOOOOOOOOOOOOM!_

The ship exploded in a catastrophic cloud of fire and crackling technology as the entire spherical force field filled with smoke. Supergirl fell back in utter horror as the others gasped. "It-it's gone!"

"No," Wildfire cried out, "Brainy was still in there!"

"Of course he was," Invisible Kid couldn't believe the sight, "he's the only one who could keep that shield up for so long…to keep the explosion inside. With him and Brainiac."

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 **You guys seen any good movies lately?**

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 **Until the next chapter.**


	17. 017

As the Phantom Zone portal closed Mon-el noticed all the robot soldiers around beginning to fall to the ground. "Whoa," they all looked up to see the ship explode as White Witch's large bird shield vanished, "…everything was connected to the ship," he realized as Zyx came up next to him, "and now that it's gone…"

Zyx smirked. "Everything falls apart. Bye-bye, Brainiac."

"Chameleon Boy," Cosmic Boy and Timber Wolf spoke to him through his flight ring behind them, "there were chips inside the Doomsday clones keeping them alive, but they've short wired."

"And the Scavengers surrendered the minute they saw the explosion. Supergirl did it!"

The legionnaires cheered, all but Phantom Girl, who looked up to see Projectra and the others helping White Witch back down to the city.

"…So where are they, then?"

* * *

It took a moment, but finally the force field around the remainder of Brainiac's skull ship disintegrated, letting loose thin wafts of smoke and all sorts of crumbling debris. "..It's over," Danielle didn't know whether to sigh with relief or terror, "it's really over, Jacques."

"…Yeah…but…," he glanced at Supergirl, "where's Brainiac 5?"

She turned back to him, a smile in her face. "You guys are so dramatic," she chuckled, must to their surprise, "don't you remember what happened the last time Brainy was caught in Brainiac's exploding ship?"

"…His shield came up," Invisible Kid remembered, "and it protected him…but, Kara-"

"Come on," she waved to Light Lass as they flew through the debris, "let's find him and get back to the others to share the good news!"

Wildfire joined the search as they flew around. "Alright, Brainy, come on out," Supergirl called his name, "no need to add all this drama. We have to get back and-"

"Ah!"

She turned to Light Lass a few feet away. "Did you find him, Ayla?"

Light Lass slowly turned to her, her hands over her mouth as her eyes watered. Supergirl's smile slowly faded. "Hey, now, it's okay," she flew over to her side and followed her terrified gaze through the metal chunks, "there's no need to-," she was cut short by what she saw, "…scream…"

Before them floated Brainiac 5 – laid atop a piece of flooring with wires dangling off in every direction. He had no shield. His eyes were closed. His body, covered in the purple armour, was limp. Supergirl slowly flew over to him and knelt at his side. "Brainy? Come on, silly," she gave him a light shake as other legionnaires began to stream up to them, "get up. It's over. We won!"

He didn't move. Her smile was all gone now, replaced by a deep worry. "Brainy, get up. Hey, listen to me."

"Kara," Danielle sniffled, "he couldn't have been wearing his shield. The only reason he's still in one piece is because of those robots pieces on him. His force field…"

Jacques held her close. "It was the only thing keeping the explosion from taking us with it…with-"

"Get up," Supergirl cut him off as she shook Brainy, all the armour falling off his organic body, "…look, you're human again! You reverted back when Brainiac was defeated! Get up and see, Brainy…Brainy?"

Superman, Kel-el and Mon-el were behind her now. "…Kara," Kal wanted to reach out to her but Kel held him back, "…he's…"

"No," she wouldn't listen to them, "he's still alive!" She placed her ear against his chest. "I'll find his heartbeat! Just…just wait…wait…w-wait," her voice cracked, "…a-any second n-now…it's j-just f-frozen…"

The whole Legion was silent as she began to cry, unable to hold the tears back. "It's not fair," she cried as she hugged his limp body, "Brainiac t-took everything from m-me, but…h-he wasn't supposed to t-take you, t-too! I-I need my a-advisor! Wake up, Querl, wake up!"

The legionnaires bowed their heads as she shut her eyes tight. "Why'd you have to do that? W-why…w-why…"

* * *

"I won't be returning, Kara…Kara?"

Superman gave her a nudge as they stood on the front steps of the newly repaired Legion tower, now even taller, wider and made of dark cream walls, the golden "L" hanging on the front with pride. "Oh, right," she gazed up at Kel-el as he held his boom box technology out, "sorry."

It'd been a week since Brainiac had been destroyed and the ship debris had been cleared away. Legionnaires had gone back to their regular schedules, the reserve legionnaires had returned home, and now she stood before Kel as he opened a portal to his time behind him. "I'm not needed in this time anymore. What matters now if me protecting the forty-first century from historical anomalies such as Brainiac. I need to keep my people safe."

"…You've said goodbye to everyone?"

He smirked. "Yes, mom."

She gave him a quick smile as Superman shook his hand. "It's been an honour working with you, Kel. I'm glad to call you my brother."

"It's been just as much an honour for me…," he gave the tower one final look over, "…take care of this place for me, will you, Supergirl? I don't want to have to come back and clean up your messes."

She had to avert her gaze at the last second as he vanished off, back into the forty-first century. She knew she'd never see him again, but she was glad to have worked with him. "I shouldn't have been so hard on him when we first met."

"He can handle it, trust me…Kara-"

"I know," she sighed as they walked back into the entrance of the tower, where two golden statues stood, "get over it…"

"No," he turned her to face him, "I…Kel-el isn't the only one that won't be returning."

"…What?"

"I have my own team back home, Kara, so I can't keep time-traveling back here. The Legion is strong enough now that they don't need my assistance…but they _do_ need their leader."

Now it made sense why he had gone around saying goodbye to the legionnaires with Kel-el. "…You're going home forever, but I…I have to stay, Kal. I can't leave, not yet…it's not time yet. Tell the others I've gone off for some personal training or something, but…"

He gave her a smile and wrapped her in a big hug, which she gratefully returned. "I know. You're going to do great, Kara."

"…Thanks, Kal." She gazed up at Ferro Lad's frozen face.

And then she looked up at Brainiac 5's statue, who seemed to look down upon her with longing.

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 **Yeah, these author notes sure are hard to right, huh?**

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 **Until the next chapter...**


	18. 018

"I don't get it," Zyx moaned, "why send us home just to bring is back?"

"Because," Shadow Lass retorted from behind him, "we needed to clear the air before your return, pipsqueak."

He stuck his tongue out at her before Supergirl coughed into her sleeve for attention. She stood at the top of the stairs as the entire Legion stood on the ground below. On the third step facing her stood Zyx, Danielle, Light Lass, Magnetic Kid, White Witch, Tellus and Mon-el. "Shush," she put her finger to her lips and gave him a wink, "alright, you seven, do you remember the lines I taught you?"

They all nodded and raised their hands, Legion flight rings on their fingers and belt buckles on their waists. "To the Legion of Superheroes, I make this solemn pledge. To use my powers for good, to fight for justice and protect the innocent. To aid my fellow legionnaires in times of peril, and to keep their secrets safe. I am-" Each name was called out, bringing a true smile to Supergirl's face. The entire group raised their hands as she led in a familiar cheer.

"Long live the Legion!"

* * *

The group split up, siblings congratulating siblings as Tellus and Mon-el chatted about patrol later that night. Supergirl left the group and walked back into the entrance, where Ferro Lad and Brainiac 5's statues stood side by side, their graves six feet under their feet.

"This feels too weird," she spoke to Brainy's statue as she stood in front of it, looking up at his face with a sad smile, "Kel and Kal have both gone home, and the Legion just gained seven new members. Seven! So many faces…that can't…replace…," she took a deep breath and crossed her arms, "There was nothing left of Brainiac. It's hard to think that finally, after a thousand years, he's really gone. You know, Colu messaged me saying that they've accepted you back home…a little late, huh? Yeah, I thought so…I had to tell them…that you…y-you…"

She fell to her knees by his feet. "I can't just get over this," she admitted to herself as she wiped her nose on her sleeve, "we were just finally starting to get…closer…and then you had to…it had to…?"

There was something. A sound. Carefully she leaned down and put her ear to the ground underneath the statue, where she heard something.

A heartbeat.

And then another.

 _Smash!_

"Kara," Triplicate Girl, Zyx and Shadow Lass flew in to find a gaping hole in the ground beneath the statue, "what on Earth are you doing?!" They gawked as she pulled Brainiac 5's long black coffin out and placed it on the ground. "Uh, wait, you shouldn't do that."

She knelt down beside the lock and waited. She could hear a heartbeat, but she didn't know whether it was who she wanted it to be…or something else. Cautiously she knocked against the lid. And then she waited.

 _…Knock-knock._

She knocked again.

 _…KNOCK-KNOCK-KNOCK!_

"Open this thing up, I can't breathe in here!"

She flipped the lid open and fell back as Brainy sat up, gasping for breath as he rubbed his chest. "Another second and I wouldn't have made it," he stood up and pat his cargos down as the other stared at him as though he were a ghost, "…um…," he looked behind him to see the golden statue, "…uh oh."

Supergirl stood up as he faced her, clearly flustered. "I can explain, I swear! I forgot to tell you that before I self-destructed the ship, I forced all the power of the outer shield back onto Brainiac and placed my own around me, and then I slowed my heartrate for seven days using the last energy of the armour attached to me, and…and…," he gulped, "and you don't care, do you?"

Supergirl looked ready to kill him. She grabbed the front of his shirt.

And then she pulled him in for a long, long kiss. After a second of shock he did something he'd never thought he'd ever do. He returned it. Zyx looked to say something until the two girls slapped their hands over his mouth, silencing him as the duo stood in a silent embrace. He stepped away from them and outside of the entrance.

"…HELP," he screamed at the legionnaires still around as they all turned to him, "SUPERGIRL'S MAKING OUT WITH A GHOST!"

* * *

"You gave us all heart attacks, Brainy," Superman sighed as he spoke to him through the screen of the Just League headquarters computer, "but I'm glad to see you're okay."

The Coluan smiled. "Kara said I had to let you know through this time transportation communication device Invisible Kid built. I hear you're not coming back."

He nodded. "I'm not needed there anymore."

Brainy gave him a sad smile. "I know…thank you for everything you did for the Legion, Kal. Including me and my…family situation."

"Nothing to it," he chuckled before glancing back, "uh oh. A certain speedster is coming in. I have to go…goodbye, Brainy."

"Goodbye, Superman." The screen shut off, leaving Superman to give it one last glance before turning away. He had his own team to take care of.

"…Now, how to tell them that Kara's off 'training'…and how to convince a certain grump…"

* * *

Brainy put the device back down on the desk of his laboratory, kept for nostalgia by the others, before reaching his hand into his pant pocket. "…You really can never leave, can you?"

Phantom Girl flew into the lab and over to his side. "I'm here, Brainy. Supergirl will be up in a moment, so…you sure you want to do this?"

He pulled Brainiac's core chip out of his pocket. "He _did_ go to all the trouble of staying by my side through that explosion. I owe him this much." He gave it to her as they faced each other. "The Brainiac lineage has to end with me."

She nodded and, phasing her arm out, slowly placed the chip inside his chest and leaving it there as she removed her hand. "There. It won't shift or move, right?"

He smiled. "Don't worry, I'll be fine. At least now when I really die, he'll be coming with me."

She gave him a hug.

"Uh, Phantom Girl? I'm not going anywhere for too long."

"I never thought I'd be able to give you another hug, stupid."

He smiled and as Supergirl flew in. "Brainy," she waved to him as they let each other go, "we're doing a group patrol. You too, Phantom Girl."

In a moment they were outside and taking to the air. Supergirl took Brainiac 5's hand as they led the group, Phantom Girl and Timber Wolf right behind them. Shadow Lass and Ferro were to their side as Mon-el and Invisible Kid kept up the back. The founding members waved to them from the stairs as they flew off over the buildings.

"Yeah," Supergirl let Brainy's hand go and spun around in the air, laughing, "whoo-hoo!"

"You know," Timber Wolf told Phantom Girl as Brainy caught up with Supergirl, "we're going to have to tell Kel-el at some point."

"Give him a break. Haven't we caused him enough stress? Besides, he'll read it in the archives of his time."

Supergirl took Brainy and flew way ahead of the group before pecking him on the cheek. "So…"

"So…"

"So, I'm here for a while as your leader. That won't ruin the time stream, right?"

He smirked. "The archives speak of a time gap where you seemed to vanish…for 'personal training', no less."

She chuckled. "Sounds good." They and the others looked over New Metropolis, slowly cleaning up from the fight a week before.

"…Long live the Legion."

 **ROLL CREDITS**

 **END**

 **Did I get you? Yes? No? Not even one heart attack out there? Alright, alright, we got our happy ending. I cannot believe I am saying this, but the third season of the show has finally been finished! I could never have gotten through it without all the positive comments, feedback and advice from you guys, so thank you so, so much! And who knows? Maybe, sometime down the road, I'll be able to squeeze out one final season. I may have a few ideas coming together...**

 **Thanks for reading, and until the next story!**


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